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Requirements of Company Secretary in Singapore

A company secretary is a wholly different breed from the secretary. Although both are important to the operations and management of any registered or incorporated company, the company secretary is actually a vital component who has the ability to affect the future and growth of any company.

Of course, one can say that the company secretary has the least amount of liability in any private limited company. This is simply because the company secretary rarely has a stake in the business. This does not make his or her responsibility any less heavy though. In Singapore, it is required by law under Section 171 of the Companies Act that the appointment of a company secretary needs to be conducted and completed within 6 months of the incorporation and registration of any company. In case the business only has one shareholder or director, the same person is not allowed to take up secretarial positions and responsibilities. In this instance, it is perfectly acceptable to appoint qualified financial and accounting professional consultancy services which would be able to play an important role in providing and fulfilling all secretarial responsibilities.

Firstly, it is a requirement that the company secretary has to be a natural person who is a resident of Singapore. This means that the company secretary has to be living in Singapore and this often means that he or she is a citizen, permanent resident or holds valid employment passes. The role and responsibilities of the company secretary is governed by the Accounting and Corporate Regulatory Authority of Singapore. One of the main roles of the company secretary is to ensure proper coordination of Board Meetings. These Board Meetings are an important aspect of the management and operations of any registered business. The company secretary will need to ensure that everything is minuted down and that the minutes are updated and well kept at all times. It is also a requirement that the role of the company secretary includes ensuring that the proper procedure is followed during each Board Meeting. The same rule applies for General Meetings. The company secretary will need to obtain prior permission and approval by the manager before circulating any documents to be used at the meetings.

One of the key statutory requirements of the duties of a company secretary is to upkeep the Company Constitution. Compliance of the constitution is highly important and any changes, updates of modifications will need to undergo due process which is in compliance with the Companies Act. The same goes for any other legal requirements which are outlined in the Companies Act and any other regulation which governs the running and operations of registered companies in Singapore. It is also the requirement by law that company secretaries are responsible for the upkeep of company records such as share registers, accounting records and statutory returns. It is mandatory by law that the company secretary updates the Registrar of Companies pertaining to any amendments or changes in the company in cases including – but not limited to – changes to directors, change of residential or office address, change of company name, annual return, share rates and issuance of shares. All of these information will need to be updated as and when they occur in a timely manner.

Basically, the company secretary is very much an important member of any team in the corporate office. This is especially true of international or foreign investors who might not be familiar with the regulations in Singapore. If there are any amendments or changes, the company secretary will then need to act in an appropriate manner in quick response to such changes. Failure to do so would result in a fine by the governing authorities. Thus, it is highly important that the role of the company secretary is filled by someone who wholly understands all statutory requirements relating to the company. In terms of annual tax assessments, it is also the company secretary’s responsibility to ensure that all information has been accurately filed as most importantly, ACRA provides governance over the company secretary and any tax assessments that are conducted yearly.

In a nutshell, the roles and responsibilities of the company secretary might seem easy but there are definitely various regulations and legal requirements involved. Thus, it is highly important that the position is filled by someone who is able to handle of the requirements and keep all records accurately. In Singapore, it is a viable option to seek the services of professional accounting and legal consultants who would be able to undertake the role of company secretary. They would to provide consulting services to clients for updated knowledge on the requirements of any company secretary in Singapore. All clients need to do is contact via email a professional accounting and legal consultant for more information.

Paul Hype Page & Co. is an ACRA-certified business adviser. Our team of seasoned professional can help you set up a company in Singapore very quickly and easily following all legal entities, and offer you sound advice on how to make it successful too.

To further aid you, we have provided here a resource area with industry specific information and other industry resources to help you successfully start and run your business.

Eric was awarded an ACCA graduate in 2000 and also graduated from University of Sydney with a Bachelor degree in Computer Science & Accounting. Since graduation, he had worked in Big 4 as an auditor , including a one year overseas stint with Ernst & Young, Shanghai in 2005. He left his last appointment as an Audit Managerial position with PricewaterhouseCoopers, Singapore in 2008 before setting up his own Certified Public Accountant Practice– Paul Hype Page & Co. His firm is being selected to be one of the advisory panel for Singapore top 500 SME.